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United
States
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form 8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
July
21, 2026
Date
of Report (Date of earliest event reported)
KEEN VISION ACQUISITION CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
| British
Virgin Islands |
|
001-41753 |
|
n/a |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
37 Greenbriar Drive
Summit,
New Jersey |
|
07901 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (203) 609-1394
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act: None.
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units, each consisting of one ordinary share and one redeemable warrant to acquire one ordinary share |
|
KVACU |
|
The
Nasdaq Stock Market LLC |
| Ordinary Shares, $0.0001 par value |
|
KVAC |
|
The
Nasdaq Stock Market LLC |
| Warrants, each exercisable for one ordinary share at an exercise price of $11.50 |
|
KVACW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry Into a Material Definitive Agreement
Amendment
to the Investment Management Trust Agreement
As
approved by its shareholders at the extraordinary general meeting of stockholders held on July 21, 2026 (the “Extraordinary
Meeting”), Keen Vision Acquisition Corporation (“KVAC”) entered into an amendment to the Investment Management
Trust Agreement, with Continental Stock Transfer & Trust Company (the “Trust Amendment”) dated as of July 22,
2026. Pursuant to the Trust Amendment, KVAC has the right to extend the time for KVAC to complete its business combination (the “Business
Combination Period”) under the Trust Agreement up to four additional times, each by a period of three months, from July 27,
2026 to July 27, 2027 by depositing into the Company’s trust account (the “Trust Account”) $30,000 for each three-month
extension for all remaining public shares (the “Extension Payment”).
The
foregoing description of the Trust Amendment is qualified in its entirety by reference to the full text of the Trust Amendment, a copy
of which is filed with this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference.
Promissory
Note
On
July 24, 2026, the Company issued an unsecured promissory note in the aggregate principal amount of $30,000 (the “Note”)
to KVC Sponsor LLC, the Company’s initial public offering sponsor (“Sponsor”) in exchange for Sponsor depositing
such amount into the Trust Account in order to extend the amount of time it has available to complete a business combination. The Note
does not bear interest and matures upon the closing of a business combination by the Company. In addition, the Note may be converted
by the holder into units of the Company identical to the units issued in the Company’s initial public offering at a price of $10.00
per unit.
Item
5.03. Amendments to Articles of Incorporation or Bylaws.
As
approved by its shareholders at the Annual Meeting, KVAC filed its fifth amended and restated memorandum and articles of association
(the “M&AA”) with the British Virgin Islands Registry on July 23, 2026.
The
foregoing description of KVAC’s M&AA is qualified in its entirety by reference to the full text of KVAC’s M&AA, a
copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1, and is incorporated herein by reference.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
July 21, 2026, KVAC held the Extraordinary Meeting. On June 24, 2026, the record date for the Extraordinary Meeting, there were 5,506,521
ordinary shares of KVAC entitled to be voted at the Annual Meeting, of which 5,227,979, or approximately 95.85% of the total outstanding
ordinary shares of KVAC, were represented in person or by proxy; therefore, a quorum was present.
1.
Trust Amendment
Shareholders
approved the proposal to amend KVAC’s Investment Management Trust Agreement by and between KVAC and Continental Stock Transfer
& Trust Company, dated as of July 24, 2023, giving KVAC the right to extend the Business Combination Period up to four additional
times, each by a period of three months, from July 27, 2026 to July 27, 2027 by depositing into the Trust Account $30,000 for each three-month
extension for all remaining public shares. Adoption of the Trust Amendment required approval by the affirmative vote of at least 50%
of the outstanding shares. The voting results were as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 4,982,736 |
|
295,218 |
|
25 |
2.
Charter Amendment
Shareholders
approved the proposal to amend KVAC’s M&AA, giving KVAC the right to extend the Business Combination Period up to four additional
times, each by a period of three months, from July 27, 2026 to July 27, 2027 by depositing into the Trust Account $30,000 for each three-month
extension for all remaining public shares. The approval of the Charter Amendment Proposal requires a resolution of members under the
M&AA, being the affirmative vote of a majority of the Company’s ordinary shares issued and outstanding and entitled to vote
and which are present (in person or by proxy) at the Meeting and which voted on the matter is required. The voting results were as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 4,982,736 |
|
295,218 |
|
25 |
Item
8.01. Other Events.
In
connection with the shareholders’ vote at the Annual Meeting, 935,966 shares were tendered for redemption.
KVAC
has deposited the initial payment of $30,000 in the Trust Account, to initially extend the date
by which the Company can complete an initial business combination by three months to October 27, 2026.
Item
9.01. Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| 3.1 |
|
Fifth Amended and Restated Memorandum and Articles of Association of KVAC |
| 10.1 |
|
Amendment to the Investment Management Trust Agreement between KVAC and Continental Stock Transfer & Trust Company dated July 22, 2026 |
| 10.2 |
|
Promissory Note dated July 24, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Dated: July 27, 2026 |
Keen Vision
Acquisition Corporation |
| |
|
|
| |
By: |
/s/
WONG, Kenneth KC |
| |
Name: |
WONG, Kenneth KC |
| |
Title: |
Chief Executive Officer |